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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Muse Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 85-0437001
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1601 Randolph, SE, Suite 210, Albuquerque, NM 87106
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.015
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(Title of Class)
Redeemable Common Stock Purchase Warrants to purchase Common Stock
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(Title of Class)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.015
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(Title of Class)
Redeemable Common Stock Purchase Warrants to purchase Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the Registrant's common stock,
par value $.015 per share (the "Common Stock") and redeemable common
stock purchase warrants (the "Warrants"), under the caption
"Description of Securities" in the Company's Registration Statement on
Form SB-2 (Registration No. 333-62495) filed with the Securities and
Exchange Commission on August 28, 1998, which description is attached
hereto as exhibit 1.1 and is also incorporated herein by reference.
Item 2. Exhibits.
1.1 Description of Common Stock and Warrants (pages 48 and
49 of the Registration Statement on Form SB-2
(Registration No. 333-62495) filed on August 28, 1998).
1.2 Specimen Certificate evidencing shares of Common Stock
(Exhibit 4.1 to the Registration Statement).
1.3 Specimen Certificate evidencing Warrants (Exhibit 4.2 to the
Registration Statement).
2.1 Certificate of Incorporation of Muse Technologies, Inc., as
amended (Exhibit 3.1 to the Registration Statement).
2.2 Bylaws of Muse Technologies, Inc. (Exhibit 3.2 to the
Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Muse Technologies, Inc.
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(Registrant)
Date: October 19, 1998 By: /s/ Curtiz J. Gangi
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Name: Curtiz J. Gangi
Title: President
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EXHIBIT 1.1
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 50,000,000 shares
of Common Stock of which 8,763,893 are currently outstanding. The following
description of the Common Stock and certain provisions of the Company's
Certificate of Incorporation, as amended (the "Certificate") and its By-Laws
(the "By-Laws") is a summary and is qualified in its entirety by reference to
the provisions of the Certificate and the By-Laws, copies of which are
available from the Company upon request. After giving effect to this Offering,
there will be 9,963,893 of Common Stock issued and outstanding.
Common Stock
The holders of the outstanding shares of Common Stock are entitled to
one vote per share, and are entitled to receive dividends as and when declared
by the Board of Directors out of funds legally available therefor. The holders
of the outstanding shares of Common Stock have no preemptive or cumulative
voting rights and no rights to convert their shares of Common Stock into any
other securities. All of the outstanding shares of Common Stock are, and the
shares of Common Stock being offered by the Company hereby will be, fully paid
and non assessable. On liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to receive pro rata the net assets of
the Company remaining after the payment of all creditors and liquidation
preferences, if any.
Class A Redeemable Common Stock Purchase Warrants
The holder of each Warrant is entitled to purchase one share of Common
Stock at an aggregate exercise price $9.60 per share. The Warrants are
exercisable immediately following the date of this Prospectus, and terminate
five years from the date of this Prospectus. Holders of the Warrants will only
be able to exercise the Warrants if (a) a current prospectus under the
Securities Act relating to the shares of Common Stock issuable upon exercise of
the Warrants is then in effect, and (b) such securities are qualified for sale
or exemption from qualification under the applicable securities laws of the
states in which the various holders of Warrants reside.
Commencing one year from the date of this Prospectus, or earlier with
the consent of the Underwriter, the Warrants are subject to redemption by the
Company, on not more than 60 nor less than 30 days' written notice, at a price
of $.01 per Warrant, if the average closing price per share of the Common Stock
is at least $12.00, subject to adjustment, for the twenty day period ending not
earlier than five days prior the date the Warrants are called for redemption.
Holders of Warrants will automatically forfeit their rights to purchase the
shares of Common Stock issuable upon exercise of such Warrants unless the
Warrants are exercised before the close of business on the business day
immediately prior to the date set for redemption. All of the outstanding
Warrants must be redeemed if any are redeemed. A notice of redemption shall be
mailed to each of the registered holders of the Warrants by first class,
postage prepaid, within five business days (or such longer period to which the
Underwriter may consent) after the Warrants are called for redemption, but no
earlier than the sixtieth nor later than the thirtieth day before the date
fixed for redemption. The notice of
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redemption shall specify the redemption price, the date fixed for redemption,
the place where the Warrant certificates shall be delivered and the redemption
price to be paid, and that the right to exercise the Warrants shall terminate
at 5:00 p.m. (New York City time) on the business day immediately preceding the
date fixed for redemption. The Warrants can only be redeemed if, on the date
the Warrants are called for redemption, there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the
Warrants and the Common Stock is listed on the Nasdaq Stock Market or such
other stock market which is acceptable to the Underwriter.
The Warrants may be exercised upon surrender of the certificate(s)
therefor on or prior to 5:00 p.m. New York City time on the expiration date of
the Warrants or, if the Warrants are called for redemption, the day prior to
the redemption date at the offices of the Company's warrant agent (the "Warrant
Agent") with the form of "Election to Purchase" on the reverse side of the
certificate(s) filled out and executed as indicated, accompanied by payment of
the full exercise price for the number of shares as to which the Warrant is
being exercised.
The Warrants contain provisions that protect the holders thereof
against dilution by adjustment of the exercise price in certain events, such as
stock dividends, stock splits, mergers, sale of substantially all of the
Company's assets, and for other extraordinary events. The holder of the
Warrants will not possess any rights as a stockholder of the Company unless and
until the holder exercises the Warrants.
Other Warrants
In addition to the Warrants, there are also outstanding warrants to
purchase 445,362 shares of Common Stock at an exercise price of $7.60 per
share, which expire as follows: warrants to purchase 49,342 shares in December
1998; warrants to purchase 6,579 shares in October 1999; warrants to purchase
65,789 shares in December 1999; and warrants to purchase 323,652 shares in
April 2001. Additionally, the CRI Warrants entitle CRI to purchase 1,000,000
shares of Common Stock at $9.60 per share. The CRI Warrants expire on June 30,
2003. Such warrants contain provisions that protect the holders thereof against
dilution by adjustment of the exercise price in certain events, such as stock
dividends, stock splits, mergers, sale of substantially all of the Company's
assets, and for other extraordinary events. The holders of certain of these
warrants have registration rights with respect to the underlying shares of
Common Stock. See "Financings" for information relating to the issuance of
certain of these warrants. See "Underwriting" with respect to the Underwriter's
Unit Purchase Option.
The holders of the outstanding warrants have been given the
opportunity to profit from a rise in the market for the shares of the Company's
Common Stock with a resulting dilution in the interests of stockholders. The
holders of the outstanding warrants can be expected to exercise them at a time
when the Company would, in all likelihood, be able to obtain equity capital, if
then needed, by a new equity offering on terms more favorable than those
provided by the outstanding warrants. Such facts may adversely affect the terms
on which the Company could obtain additional financing.
